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5.07 Liability of Board of Managers. So long as the Board of Managers act in
good faith with respect to the conduct of the business and affairs of the Company, no
member of the Board of Managers shall be liable or accountable to the Company or to
the Member, in damages or otherwise, for any error of judgment, for any mistake of fact
or of law, or for any other act or thing that he may do or refrain from doing in connection
with the business and affairs of the Company, except for willful misconduct or gross
negligence or breach of fiduciary duty, and further except for breaches of contractual
obligations or agreements between the Board of Managers and the Company.
ARTICLE VI
CONTRIBUTIONS TO THE COMPANY AND DISTRIBUTIONS
6.01 Initial Capital Contributions. Each Member, upon the execution of this
Operating Agreement, shall make as an initial Capital Contribution the amount shown on
Exhibit A, which is attached hereto. The initial Capital Contribution to be made by any
Person who hereafter is admitted as a Member and acquires his Membership Interest
from the Company shall be determined by the Member.
6.02 Additional Capital Contributions. No Member shall be required to make any
Capital Contribution in addition to his Initial Capital Contribution. Otherwise, the Members
may make additional Capital Contributions to the Company only if such additional Capital
Contributions are made pro rata by all the Members or all the Members consent in writing
to any non-pro rata contribution. The fair market value of any property other than cash or
widely traded securities to be contributed as an additional Capital Contribution shall be
(a) agreed upon by the contributing Member and a majority in interest of the Members
before contribution, or (b) determined by a disinterested appraiser selected by the
Members. Notwithstanding the above or any other provisions of this Operating Agreement
by the affirmative vote of the Members holding a majority of the Membership Interests, a
cash call may be made and if a Member is unable or unwilling to make his pro rata share
of any additional capital, his percentage of Membership Interest shall be reduced
proportionately. If the cash call is not met within a year, at the option of an affirmative vote
of the Members holding a majority of the Membership Interests, the non-complying
Member shall forfeit his Membership Interest. If the cash call is met within the year, the
Member's Membership Interest shall be restored to its original percentage prior to the
cash call.
6.03 Interests and Return of Capital Contribution. No Member shall receive any
interest on his Capital Contribution. Except as otherwise specifically provided for herein,
the Members shall not be allowed to withdraw or have refunded any Capital Contribution.
6.04 Capital Accounts. Separate Capital Accounts shall be maintained for each
Member in accordance with the following provisions:
(a) To each Member's Capital Account there shall be credited the fair
market value of such Member's Initial Capital Contribution and any additional CapitalJump to an indexed page (65 of 65)